Page 1 of 37 pages.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
SCHEDULE 13D
Pursuant to Section 13(d)
of the Securities Exchange Act of 1934
---------------
MedImmune, Inc.
(Name of Issuer)
---------------
Common Stock, $.01 Par Value
(Title of Class of Securities)
---------------
584699-10-2
(Cusip Number of Class of Securities)
---------------
Fredrik Nilert, Investor International (U.S.), Inc.
320 Park Avenue, New York, NY 10022
(212) 508-0900
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
---------------
Copy to:
Robert P. Zinn, Esquire
Kirkpatrick & Lockhart LLP
1500 Oliver Building, Pittsburgh, PA 15222
Telephone: (412) 335-8687
---------------
January 21, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a Statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
<PAGE>
Page 2 of 37 pages.
================================================================================
CUSIP NO. 584699-10-2 SCHEDULE 13D
================================================================================
1 NAME OF REPORTING PERSONS Investor AB
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
================================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
================================================================================
3 SEC USE ONLY
================================================================================
4 SOURCE OF FUNDS* NA
================================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
================================================================================
6 CITIZENSHIP OR PLACE OR ORGANIZATION Kingdom of Sweden
================================================================================
NUMBER OF SHARES 7 SOLE VOTING POWER [0]
BENEFICIALLY OWNED
BY EACH REPORTING 8 SHARED VOTING POWER [1,619,000]
PERSON WITH
9 SOLE DISPOSITIVE POWER [0]
10 SHARED DISPOSITIVE POWER [1,619,000]
================================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON [1,619,000]
================================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
================================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) [6.2%]
================================================================================
14 TYPE OF REPORTING PERSON* CO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
================================================================================
<PAGE>
Page 3 of 37 pages.
================================================================================
CUSIP NO. 584699-10-2 SCHEDULE 13D
================================================================================
1 NAME OF REPORTING PERSONS Investor International (U.S.), Inc.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
================================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
================================================================================
3 SEC USE ONLY
================================================================================
4 SOURCE OF FUNDS* NA
================================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
================================================================================
6 CITIZENSHIP OR PLACE OR ORGANIZATION State of Delaware
================================================================================
NUMBER OF SHARES 7 SOLE VOTING POWER [0]
BENEFICIALLY OWNED
BY EACH REPORTING 8 SHARED VOTING POWER [1,619,000]
PERSON WITH
9 SOLE DISPOSITIVE POWER [0]
10 SHARED DISPOSITIVE POWER [1,619,000]
================================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON [1,619,000]
================================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
================================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) [6.2%]
================================================================================
14 TYPE OF REPORTING PERSON* CO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
================================================================================
<PAGE>
Page 4 of 37 pages.
================================================================================
CUSIP NO. 584699-10-2 SCHEDULE 13D
================================================================================
1 NAME OF REPORTING PERSONS Investor Investments AB
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
================================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
================================================================================
3 SEC USE ONLY
================================================================================
4 SOURCE OF FUNDS* OO
================================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
================================================================================
6 CITIZENSHIP OR PLACE OR ORGANIZATION Kingdom of Sweden
================================================================================
NUMBER OF SHARES 7 SOLE VOTING POWER [0]
BENEFICIALLY OWNED
BY EACH REPORTING 8 SHARED VOTING POWER [1,619,000]
PERSON WITH
9 SOLE DISPOSITIVE POWER [0]
10 SHARED DISPOSITIVE POWER [1,619,000]
================================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON [1,619,000]
================================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
================================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) [6.2%]
================================================================================
14 TYPE OF REPORTING PERSON* CO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
================================================================================
<PAGE>
Page 5 of 37 pages.
================================================================================
CUSIP NO. 584699-10-2 SCHEDULE 13D
================================================================================
1 NAME OF REPORTING PERSONS Patricia Holdings AB
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
================================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
================================================================================
3 SEC USE ONLY
================================================================================
4 SOURCE OF FUNDS* NA
================================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
================================================================================
6 CITIZENSHIP OR PLACE OR ORGANIZATION Kingdom of Sweden
================================================================================
NUMBER OF SHARES 7 SOLE VOTING POWER [0]
BENEFICIALLY OWNED
BY EACH REPORTING 8 SHARED VOTING POWER [1,619,000]
PERSON WITH
9 SOLE DISPOSITIVE POWER [0]
10 SHARED DISPOSITIVE POWER [1,619,000]
================================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON [1,619,000]
================================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
================================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) [6.2%]
================================================================================
14 TYPE OF REPORTING PERSON* CO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
================================================================================
<PAGE>
Page 6 of 37 pages.
================================================================================
CUSIP NO. 584699-10-2 SCHEDULE 13D
================================================================================
1 NAME OF REPORTING PERSONS Extoria Trade AB
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
================================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
================================================================================
3 SEC USE ONLY
================================================================================
4 SOURCE OF FUNDS* NA
================================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
================================================================================
6 CITIZENSHIP OR PLACE OR ORGANIZATION Kingdom of Sweden
================================================================================
NUMBER OF SHARES 7 SOLE VOTING POWER [0]
BENEFICIALLY OWNED
BY EACH REPORTING 8 SHARED VOTING POWER [1,619,000]
PERSON WITH
9 SOLE DISPOSITIVE POWER [0]
10 SHARED DISPOSITIVE POWER [1,619,000]
================================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON [1,619,000]
================================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
================================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) [6.2%]
================================================================================
14 TYPE OF REPORTING PERSON* CO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
================================================================================
<PAGE>
Page 7 of 37 pages.
CUSIP No.: 584699-10-2
SCHEDULE 13D
Item 1. Security and Issuer.
This Schedule 13D relates to the shares of Common Stock, par value
$.01 per share (the "Common Stock"), of MedImmune, Inc., a Delaware corporation
(the "Company"). The principal executive offices of the Company are located at
35 West Watkins Mill Road, Gaithersburg, Maryland 20878.
Item 2. Identity and Background.
The names, addresses and principal businesses of the persons filing
this Schedule 13D are as follows:
Investor International (U.S.), Inc. ("IIUS"), a Delaware
corporation, whose address is 320 Park Avenue, New York, NY, 10022,
and which is engaged in the business of investing in publicly and
non-publicly traded equity and debt instruments;
Extoria Trade AB ("ETAB"), a Swedish corporation, whose address is
S-103 32, Stockholm, Sweden, and which is engaged in the business of
investing in publicly and non-publicly traded equity and debt
instruments;
Investor Investments AB ("IIAB") a Swedish corporation, whose
address is S-103 32, Stockholm, Sweden and which is engaged in the
business of long-term holding of equity securities;
Patricia Holdings AB ("Patricia"), a Swedish corporation, whose
address is S-103 32, Stockholm, Sweden and which is engaged in the
business of long-term holding of equity securities; and
Investor AB ("Investor AB"), a publicly-held Swedish corporation,
whose address is S-103 32, Stockholm, Sweden and which is engaged in
the business of the long-term holding of equity securities.
All of the issued and outstanding common stock of IIUS is owned by
ETAB. All of the issued and outstanding common stock of ETAB is owned by IIAB.
All of the issued and outstanding common stock of IIAB is owned by Patricia. All
of the issued and outstanding common stock of Patricia is owned by Investor AB.
For purposes of this statement, IIUS, ETAB, IIAB, Patricia and Investor AB shall
be referred to collectively as the "Filing Persons."
<PAGE>
Page 8 of 37 pages.
CUSIP No.: 584699-10-2
Annex I attached hereto and incorporated herein by reference sets
forth the following information with respect to each director and executive
officer of the Filing Persons: (a) name; (b) residence or business address; and
(c) present principal occupation or employment and the name, principal business
and address of any corporation or other organization in which such employment is
conducted. Except as otherwise set forth in Annex I, all of the directors and
executive officers of the Filing Persons identified in Annex I are citizens of
Sweden.
None of the Filing Persons or, to their knowledge, any persons
listed on Annex I hereto, has, during the last five years, been (i) convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such person was subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The shares of Common Stock reported in Item 5(a) (the "Shares") were
acquired with internally generated funds, which aggregated approximately
$37,491,006 (exclusive of any expenses or commissions).
Item 4. Purpose of the Transaction.
The Filing Persons purchased the Shares from the Company for
investment purposes. Pursuant to the Subscription Agreement described in Item 6,
the Shares have been registered for resale under the Securities Act of 1933, as
amended. Although their intention could change in the future, the Filing Persons
have no current intention to dispose of the Shares. In addition, depending upon
their evaluation of the Company's business, operations and prospects, the market
price of the Common Stock, and other future developments, the Filing Persons
could acquire additional shares of Common Stock in the future.
Except as set forth in this response to Item 4, at the date of this
Schedule 13D none of the Filing Persons has any plan or proposal which relates
to or would result in any of the actions specified in clauses (a) through (j),
inclusive, of Item 4 of Schedule 13D.
<PAGE>
Page 9 of 37 pages.
CUSIP No.: 584699-10-2
Item 5. Interest in Securities of the Issuer.
(a) As of the close of business on January 21, 1998, IIAB owned of
record and beneficially an aggregate of 1,619,000 shares of Common Stock of the
Company, representing approximately 6.2% of the outstanding Common Stock of the
Company.
Under Section 13(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the rules and regulations thereunder, as a
result of the stock ownership relationships described in Item 2 of this Schedule
13D, Investor AB, Patricia, ETAB and IIUS may be deemed to beneficially own the
1,619,000 shares of Common Stock of the Company owned by IIAB over which they
share, or may be deemed to share, the power to dispose of and vote such shares.
However, the filing of this Schedule 13D shall not be construed as an admission
that for the purposes of Section 13(d) of the Exchange Act, or otherwise, the
Filing Persons are a "person" as defined by Section 13(d)(3) of the Exchange
Act.
(b) IIAB, and by reason of the stock ownership relationships
described in Item 2 of this Schedule 13D, Investor AB, Patricia, ETAB and IIUS
may be deemed to have shared power to vote or to direct the vote, and to dispose
or direct the disposition of, the Shares.
(c) On January 21, 1998, IIAB purchased 500,000 shares of Common
Stock from the Company in a private transaction for a purchase price of $39 per
share, or an aggregate of $19,500,000. Except as otherwise disclosed in this
Item 5(c), none of the Filing Persons or, to their knowledge, any of the persons
listed in Annex I, has effected any transaction in the Common Stock of the
Company during the sixty days prior to the date of this Schedule 13D.
(d) To the best of their knowledge, none of the Filing Persons or,
to their knowledge, any of the persons listed in Annex I, knows of any other
person that has any right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Shares.
Item 6. Contracts, Arrangements, Understandings or Relationship with
Respect to Securities of the Issuer.
In connection with the transaction described in Item 5(c), IIAB and
the Company entered into a Subscription Agreement dated January 12, 1998 (the
"Subscription Agreement") providing for the purchase of 500,000 shares of Common
Stock of the Company by IIAB.
<PAGE>
Page 10 of 37 pages.
CUSIP No.: 584699-10-2
ITEM 7. Material to be Filed as Exhibits.
(a) Power of Attorney of Investor AB.
(b) Power of Attorney of IIAB.
(c) Power of Attorney of Patricia Holdings AB.
(d) Power of Attorney of Extoria Trade AB.
(e) Subscription Agreement dated January 12, 1998, between the
Company and IIAB.
<PAGE>
Page 11 of 37 pages.
CUSIP No.: 584699-10-2
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Investor International (U.S.), Inc.
By:
--------------------------------
Name: Fredrik Nilert
Title: Vice President
as to each
Investor Investments AB
Investor AB
Patricia Holdings AB
Extoria Trade AB
By:
--------------------------------
Name: Fredrik Nilert
Title: Attorney-in-Fact
<PAGE>
Page 12 of 37 pages.
CUSIP No.: 584699-10-2
EXHIBIT INDEX
PAGE IN
SEQUENTIAL
EXHIBIT NUMBERING
NO. SYSTEM
- -------- -----------
(a) Exhibit 1: Power of Attorney of Investor AB.
(b) Exhibit 2: Power of Attorney of Investor
Investments AB.
(c) Exhibit 3: Power of Attorney of Patricia
Holdings AB.
(d) Exhibit 4: Power of Attorney of Extoria
Trade AB.
(e) Exhibit 5: Subscription Agreement, dated
January 12, 1998, between the Company and IIAB.
<PAGE>
Page 13 of 37 pages.
CUSIP No.: 584699-10-2
ANNEX I
The following is a list of the executive officers and directors of
Investor AB:
Name and Position: Present Principal Occupation
and Business Address:
Percy Nils Barnevik Chairman of Investor AB
(Chairman) S-103 32 Stockholm
Sweden
Erik Jean Christian Belfrage Investor AB
(Director) S-103 32 Stockholm
Sweden
Bo Erik Gunnar Berggren Vice Chairman of Investor AB
(Director) Box 16100, S-103 32 Stockholm
Sweden
Claes Ake Gustaf Dahlback President of Investor AB
(President and Managing Director) S-103 32 Stockholm
Sweden
Hakan Lars Mogren President and CEO of Investor AB
(President and Director) S-103 32 Stockholm
Sweden
Mauritz Sahlin Chairman of Novare Kapital
(Director) S-103 32 Stockholm
Sweden
Johan Anders Fredrik Scharp Vice Chairman of Investor AB
(Director) S-103 32 Stockholm
Sweden
Peter D. Sutherland Chairman of Goldman
(Director) Sachs International
Donnybrook, 4 Dublin Eire
Ireland
Nils Michael Aage Treschow President and CEO of Electrolux AB
(Director) S-105 45 Stockholm
Sweden
<PAGE>
Page 14 of 37 pages.
CUSIP No.: 584699-10-2
Marcus Wallenberg Executive Vice President of
(Director) Investor AB
S-103 32 Stockholm
Sweden
(All of the above-named individuals are citizens of Sweden.)
The following is a list of the executive officers and directors of IIAB:
Name and Position: Present Principal Occupation
and Business Address:
Claes Ake Gustaf Dahlback President of Investor AB
(Director) S-103 32 Stockholm
Sweden
Lars-Goran Vilhelm Gutberg Investor AB
(Director) S-103 32 Stockholm
Sweden
Guje Margareta Holmberg Investor AB
(Director) S-103 32 Stockholm
Sweden
Marcus Wallenberg Executive Vice President of
(Managing Director) Investor AB
S-103 32 Stockholm
Sweden
(All of the above-named individuals are citizens of Sweden.)
The following is a list of the executive officers and directors of ETAB:
Name and Position: Present Principal Occupation
and Business Address:
Claes Ake Gustaf Dahlback President of Investor AB
(Director) S-103 32 Stockholm
Sweden
Marcus Wallenberg Executive Vice President of Investor AB
(Director) S-103 32 Stockholm
Sweden
<PAGE>
Page 15 of 37 pages.
CUSIP No.: 584699-10-2
Sven Olov Nyman Senior Vice President of Investor AB
(Managing Director) S-103 32 Stockholm
Sweden
(All of the above-named individuals are citizens of Sweden.)
The following is a list of the executive officers and directors of IIUS:
Name and Position: Present Principal Occupation
and Business Address:
Sten Karlsson President of IIUS
(President) 320 Park Avenue
New York, NY 10022
Borje Ekholm Senior Vice President of Investor AB
(Director) 10 Hill Street
London W1X 7FU
Sven Olov Nyman Senior Vice President of Investor AB
(Director) S-103 32 Stockholm
Sweden
Fredrik Nilert Vice President, Treasurer and Secretary
(Director) of IIUS, 320 Park Avenue
New York, NY 10022
(All of the above-named individuals are citizens of Sweden. Frederik Nilert is a
citizen of the United States.)
The following is a list of the executive officers and directors of Patricia
Holdings AB:
Name and Position: Present Principal Occupation
and Business Address:
Claes Ake Gustaf Dahlback President of Investor AB
(Director) S-103 32 Stockholm
Sweden
<PAGE>
Page 16 of 37 pages.
CUSIP No.: 584699-10-2
Lars-Goran Vilhelm Gutberg Investor AB
(Director) S-103 32 Stockholm
Sweden
Guje Margareta Holmberg Investor AB
(Director) S-103 32 Stockholm
Sweden
Marcus Wallenberg Executive Vice President of Investor AB
(Managing Director) S-103 32 Stockholm
Sweden
(All of the above-named individuals are citizens of Sweden.)
<PAGE>
Page 17 of 37 pages.
EXHIBIT 1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that INVESTOR AB
constitutes and appoints FREDRIK NILERT, its true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for it and in its name, place and stead, in any and
all capacities, to sign any and all Schedules (including, without
limitation, Schedules 13D), Statements and Reports which the
undersigned may be required to file with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, and all
amendments thereto, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent
full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises,
as fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitutes, may lawfully do or
cause to be done by virtue hereof.
INVESTOR AB
Dated: January 29, 1998 By:
-----------------------------
Dated: January 29, 1998 By:
-----------------------------
<PAGE>
Page 18 of 37 pages.
EXHIBIT 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that INVESTOR
NVESTMENTS AB constitutes and appoints FREDRIK NILERT, its true and
lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for it and in its name, place and stead, in any
and all capacities, to sign any and all Schedules (including,
without limitation, Schedules 13D), Statements and Reports which the
undersigned may be required to file with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, and all
amendments thereto, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent
full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises,
as fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitutes, may lawfully do or
cause to be done by virtue hereof.
INVESTOR INVESTMENTS AB
Dated: January 29, 1998 By:
-----------------------------
Dated: January 29, 1998 By:
-----------------------------
<PAGE>
Page 19 of 37 pages.
EXHIBIT 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that PATRICIA
HOLDINGS AB constitutes and appoints FREDRIK NILERT, its true and
lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for it and in its name, place and stead, in any
and all capacities, to sign any and all Schedules (including,
without limitation, Schedules 13D), Statements and Reports which the
undersigned may be required to file with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, and all
amendments thereto, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent
full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises,
as fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitutes, may lawfully do or
cause to be done by virtue hereof.
PATRICIA HOLDINGS AB
Dated: January 29, 1998 By:
-----------------------------
Dated: January 29, 1998 By:
-----------------------------
<PAGE>
Page 20 of 37 pages.
EXHIBIT 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that EXTORIA TRADE
AB constitutes and appoints FREDRIK NILERT, its true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for it and in its name, place and stead, in any and
all capacities, to sign any and all Schedules (including, without
limitation, Schedules 13D), Statements and Reports which the
undersigned may be required to file with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, and all
amendments thereto, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent
full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises,
as fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitutes, may lawfully do or
cause to be done by virtue hereof.
EXTORIA TRADE AB
Dated: January 29, 1998 By:
-----------------------------
Dated: January 29, 1998 By:
-----------------------------
<PAGE>
Page 21 of 37 pages.
EXHIBIT 5
SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION AGREEMENT (this "Agreement") is made as of the 12th
day of January 1998, between MedImmune, Inc. (the "Company"), a Delaware
corporation with its principal offices at 35 West Watkins Mill Road,
Gaithersburg, MD 20878, and Investor Investments AB (the "Purchaser").
IN CONSIDERATION of the mutual covenants contained in this Agreement,
the Company and the Purchaser agree as follows:
SECTION 1. AUTHORIZATION OF SALE OF THE SHARES. Subject to the terms
and conditions of this Agreement, the Company has authorized the sale of shares
of the common stock, par value $.01 per share (the "Shares"), of the Company.
SECTION 2. AGREEMENT TO SELL AND PURCHASE THE SHARES. At the Closing
(as defined in Section 3), the Company will sell to the Purchaser, and the
Purchaser will buy from the Company, upon the terms and conditions hereinafter
set forth, the number of Shares shown below at the purchase price indicated:
NUMBER OF SHARES
TO BE
PURCHASED PRICE PER SHARE AGGREGATE PRICE
--------- --------------- ---------------
500,000 $39.00 $19,500,000
The Company proposes to enter into subscription agreements in
substantially the same form as this Agreement with certain other investors (the
"Other Purchasers") and expects to complete sales of the Shares to them. The
Purchaser and the Other Purchasers are hereinafter sometimes collectively
referred to as the "Purchasers," and this Agreement and the subscription
agreements executed by the Other Purchasers are hereinafter sometimes
collectively referred to as the "Agreements."
SECTION 3. DELIVERY OF THE SHARES AT THE CLOSING. The completion of
the purchase and sale of the Shares (the "Closing") shall occur as soon as
practicable following the effectiveness of the registration statement to be
filed by the Company pursuant to Section 7.1 hereof (the "Registration
Statement") at a place and time (the "Closing Date") to be determined by the
Company and of which the Purchasers will be notified by facsimile transmission
or otherwise. At the Closing, the Purchaser shall pay to the Company the
purchase Price for the Shares being purchased hereunder by wire transfer in
immediately available funds and the Company shall deliver to the Purchaser one
or more stock certificates registered in the name of the Purchaser, or in such
nominee name(s) as designated by the Purchaser, representing the number of
Shares set forth in Section 2 above. The name(s) in which the stock certificates
are to
<PAGE>
Page 22 of 37 pages.
be registered are set forth in the Stock Certificate Questionnaire attached
hereto as part of Appendix I. The Company's obligation to complete the purchase
and sale of the Shares an deliver such stock certificate(s) to the Purchaser at
the Closing shall be subject to the following conditions, which may be waived by
the Company: (a) receipt by the Company by wire transfer of immediately
available funds of the purchase price for the Shares being purchased hereunder;
and (b) the accuracy of the representations and warranties made by the Purchaser
and the fulfillment of those undertakings of the Purchaser required to be
fulfilled prior to the Closing. The Purchaser's obligation to accept delivery of
such stock certificate(s) and to pay for the Shares evidenced thereby shall be
subject to the following conditions: (a) the Registration Statement is effective
and was first declared effective, and the Purchaser received written notice of
such effectiveness, on or prior to March 30, 1998; (b) the shares to be
purchased by the Purchaser under this Agreement shall have been approved for
quotation by the Nasdaq Stock Market ("NMS") on or before March 30, 1998; and
(c) the accuracy in all material respects of the representations and warranties
made by the Company herein and the fulfillment in all material respects of those
undertakings of the Company required to be fulfilled prior to Closing.
SECTION 4. REPRESENTATIONS, WARRANTIES AND COVENANTS. The Company
hereby represents and warrants to, and covenants with, the Purchaser as follows:
4.1. ORGANIZATION AND QUALIFICATION. The Company is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Delaware and has all requisite corporate power and authority to conduct
its business as currently conducted. The Company is duly qualified and is in
good standing as a foreign corporation in each jurisdiction in which the
character or location of its assets or properties or the nature of its business
makes such qualification necessary, except for such jurisdictions where the
failure to so qualify would not have a material adverse effect on the business,
financial condition or results of operations of the Company.
4.2. AUTHORIZED CAPITAL STOCK. As of the date hereof, the authorized
capital stock of the Company consists of (a) 60,000,000 shares of common stock,
$.01 par value per share, of which on January 9, 1998 24,461,415 shares were
validly issued and outstanding, fully paid and non-assessable, and (b) 5,524,525
shares of undesignated preferred stock, $.01 par value per share, none of which
are issued and outstanding.
4.3. DUE EXECUTION, DELIVERY AND PERFORMANCE OF THE AGREEMENTS. The
Company's execution, delivery and performance of this Agreement (a) have been
duly authorized under Delaware law by all requisite corporate action by the
Company and (b) will not violate any law or the Certificate of Incorporation or
By-laws of the Company or any provision of any material indenture, mortgage,
agreement or other material instrument to which the Company is a party or by
which the Company or its properties or assets is bound as of the date hereof, or
result in a breach of our constitute (upon notice or lapse of time or both) a
default under any such indenture, mortgage, agreement or other material
instrument or result in the creation or imposition of any lien, security
interest, pledge or other encumbrance upon any properties or assets of the
Company. The Company has no subsidiaries. Upon the execution and delivery of
this Agreement by the Company and assuming the valid execution and delivery
hereof by the Purchaser, this Agreement will constitute the valid and binding
obligation of the Company,
<PAGE>
Page 23 of 37 pages.
enforceable in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors' rights generally and except as enforceability
may be subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law) and except as
the indemnification agreements of the Company i Section 7.3 hereof may be
legally unenforceable.
4.4. LISTING OF SHARES ON NMS. The Company shall use its best efforts
to maintain the listing of the Shares on the NMS.
4.5. ISSUANCE, SALE AND DELIVERY OF THE SHARES. When issued and paid
for, the Shares to be sold hereunder by the Company will be validly issued and
outstanding, fully paid and non-assessable. In connection with the offering of
Shares, the Company has entered into subscription agreements with the Purchasers
to sell 1,700,000 Shares (including the Shares to be sold to the Purchaser) at a
price of $39.00 per Share.
4.6. SEC REPORTS AND FINANCIAL STATEMENTS. The Company has furnished
to the Purchaser copies of the Company's Annual Report on Form 10-K for the year
ended December 31, 1996, Quarterly Reports on Form 10-Q for the quarter ended
September 30, 1997 and its proxy statement and certain other reports under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (collectively,
the "SEC Reports"), each as filed with the Securities and Exchange Commission
(the "Commission"), and the Company's 1996 Annual Report to Stockholders (the
"1996 Annual Report"), which reports and proxy statement are included as
exhibits to the Private Placement Memorandum (the "Private Placement
Memorandum"), dated January 9, 1998. Each SEC Report was in substantial
compliance with the requirements of its respective report form on the date of
filing, and the SEC reports, the 1996 Annual Report and the Private Placement
Memorandum did not, on the date of filing or the date as of which information is
set forth therein, contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading. The financial statements (including any related schedules
and/or notes) included in the SEC Reports and the 1996 Annual Report have been
prepared in accordance with generally accepted accounting principles
consistently applied (except as may be indicated in the notes thereto)
throughout the periods involved and fairly present the financial position,
results of operations and cash flows as of the dates and for the periods
indicated therein.
4.7. INTELLECTUAL PROPERTY. Except as described in the Private
Placement Memorandum or in the SEC Documents, the Company owns or possesses
sufficient rights to use all material patents, patent rights, trademarks,
copyrights, licenses, inventions, trade secrets and know-how described or
referred to in the SEC Documents, as owned or used by it or that are necessary
for the conduct of its business as now conducted or as described in the SEC
Documents. Except as described in the SEC Documents, the Company has not entered
into or become party to any material development, license or other agreement
pursuant to which it has secured the right or obligation to use, or granted
others the right or obligation to use, any trademarks, servicemarks, trade
names, copyrights, patents or any other intellectual property right.
<PAGE>
Page 24 of 37 pages.
4.8. NO MATERIAL CHANGE. As of the date hereof, there has been no
material adverse change in the financial condition or results of operations of
the Company since September 30, 1997. From September 30, 1997 through the date
hereof there has not occurred any material adverse change in the Company's
business, financial condition or results of operations not disclosed in the
Private Placement Memorandum or the exhibits thereto, of a nature that would be
required in a registration statement filed under the Securities Act had such a
registration statement been filed by the Company on the date hereof.
4.9. LEGAL OPINION. Prior to closing, Dewey Ballantine LLP, counsel
to the Company, will deliver to the Purchasers a legal opinion substantially to
the effect that:
(i) The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware and
has all requisite corporate power and authority to conduct its business as
currently conducted;
(ii) As of the date of the opinion, the authorized capital
stock of the Company consists of (a) 60,000,000 shares of common stock,
$.01 par value per share, and (b) 5,524,525 shares of undesignated
preferred stock, $.01 par value per share;
(iii) The Company's execution, delivery and performance of
this Agreement (a) have been duly authorized under Delaware law by all
requisite corporate action by the Company and (b) will not violate any
applicable provision of the General Corporation Law of the State of
Delaware or the Certificate of Incorporation or By-laws of the Company or
any provision of any agreement, contract or instrument included or
incorporated by reference as an exhibit to the Company's Annual Report on
Form 10-K for the year ended December 31, 1996, or the Company's Form
10-Q's and Form 8-K's filed on or after January 1, 1997, or result in a
breach of or constitute a default under any such agreement, contract or
instrument.
Upon the execution and delivery of this Agreement by the Company and
assuming the valid execution and delivery hereof by the Purchaser, this
Agreement will constitute the valid and binding obligation of the Company,
enforceable in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting creditors' rights generally and except as
enforceability may be subject to general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or
at law) and except that the indemnification agreements of the Company in
Section 7.3 hereof may be legally unenforceable;
(iv) When issued and paid for, the Shares to be sold
hereunder by the Company will be validly issued, fully paid and
non-assessable;
(v) Such counsel has been advised by the staff of the
Securities and Exchange Commission (the "Commission") that the
Registration Statement has become effective under the Securities Act of
1933, as amended (the "Securities Act"), and, to the knowledge of such
counsel, no stop order suspending the effectiveness of the Registration
<PAGE>
Page 25 of 37 pages.
Statement has been issued and no proceedings for that purpose are pending
before or contemplated by the Commission;
(vi) The Registration Statement and the prospectus
constituting a part thereof (the "Prospectus") and any supplements or
amendments thereto (except for the financial statements and the notes
thereto and the schedules and other financial and statistical data
included or incorporated by reference therein, as to which such counsel
need not express any opinion) comply as to form in all material respects
with the requirements of the Securities Act; and
(vii) Assuming the accuracy of the Purchaser's representations
and warranties under Section 5 hereof, the issuance and sale to the
Purchaser of the Shares being purchased pursuant to this Agreement are
exempt from the registration requirements of the Securities Act.
In addition, such counsel shall state that such counsel has
participated in conferences with officers and other representatives of the
Company at which conferences the contents of the Registration Statement and
Prospectus and related matters were discussed and, although such counsel is not
passing upon and does not assume any responsibility for the accuracy,
completeness or fairness of the statements contained in the Registration
Statement or the Prospectus (except as specified in the foregoing opinion), on
the basis of the foregoing, no facts have come to the attention of such counsel
which lead such counsel to believe that the Registration Statement at the time
it became effective (except with respect to the financial statements and notes
and schedules thereto and other financial data, as to which such counsel need
express no belief) contained any untrue statement of a material fact or omitted
to state a material fact required to be stated therein or necessary to make the
statements therein not misleading, or that the Prospectus as amended or
supplemented (except with respect to the financial statements and notes and
schedules thereto and other financial data, as to which such counsel need make
no statement) on the date thereof contained any untrue statement of a material
fact or omitted to state a material fact necessary in order to make the
statements therein in the light of the circumstances under which they were made,
not misleading.
SECTION 5. REPRESENTATION, WARRANTIES AND COVENANTS OF THE
PURCHASER. (a) The Purchaser represents and warrants to, and covenants with, the
Company that: (i) the Purchaser, taking into account the personnel and resources
it can bring to bear on the purchase of the Shares contemplated hereby, is
knowledgeable, sophisticated and experienced in making, and is qualified to
make, decisions with respect to investments in shares presenting an investment
decision like that involved in the purchase of the Shares, including investments
in securities issued by companies comparable to the Company, and has requested,
received, reviewed and considered all information it deems relevant in making an
informed decision to purchase the Shares; (ii) the Purchaser is acquiring the
number of Shares set forth in Section 2 above in the ordinary course of its
business and for its own account for investment only and with no present
intention of distributing any of such Shares or any arrangement or understanding
with any other persons regarding the distribution of such Shares; (iii) the
Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or
otherwise dispose of (or solicit any offers to buy, purchase or otherwise
acquire or take a pledge of) any of the Shares except in compliance with the
Securities Act and
<PAGE>
Page 26 of 37 pages.
the rules and regulations promulgated thereunder; (iv) the Purchaser has
completed or caused to be completed the Registration Statement Questionnaire and
the Stock Certificate Questionnaire, both attached hereto as Appendix I, for use
in preparation of the Registration Statement, and the answers thereto are true
and correct as of the date hereof and will be true and correct as of the
effective date of the Registration Statement; (v) the Purchaser has, in
connection with its decision to purchase the number of Shares set forth in
Section 2 above, relied solely upon the Private Placement Memorandum and the
exhibits thereto and the representations and warranties of the Company contained
herein; and (vi) the Purchaser is a financial institution that qualifies as an
"accredited investor" within the meaning of Rule 501 of Regulation D promulgated
under the Securities Act.
(b) The Purchaser hereby covenants with the Company not to make any
sale of the Shares without effectively causing the prospectus delivery
requirements under the Securities Act to be satisfied, and the Purchaser
acknowledges and agrees that such Shares are not transferable on the books of
the Company unless the certificate submitted to the transfer agent evidencing
the Shares is accompanied by a separate officer's certificate: (i) in the form
of Appendix II hereto; (ii) executed by an officer of, or other authorized
person designated by, the Purchaser; and (iii) to the effect that (A) the Shares
have been sold in accordance with the Registration Statement and (B) the
requirement of delivering a current prospectus has been satisfied. The Purchaser
acknowledges that there may occasionally be times when the Company must suspend
the use of the Prospectus until such time as an amendment to the Registration
Statement has been filed by the Company and declared effective by the
Commission, or until such time as the Company has filed an appropriate report
with the Commission pursuant to the Exchange Act, which such report becomes
incorporated by reference in the Registration Statement. The Purchaser hereby
covenants that it will not sell any Shares pursuant to the Prospectus during the
period commencing at the time at which the Company gives the Purchaser written
notice of the suspension of the use of the Prospectus and ending at the time the
Company gives the Purchaser notice that the Purchaser may thereafter effect
sales pursuant to the Prospectus; provided, however, that the Company shall not
be entitled to suspend sales of Shares under the Registration Statement for more
than 60 days in any six-month period.
(c) The Purchaser further represents and warrants to, and covenants
with, the Company that (i) the Purchaser has full right, power, authority and
capacity to enter into this Agreement and to consummate the transactions
contemplated hereby and has taken all necessary action to authorize the
execution, delivery and performance of this Agreement and (ii) upon the
execution and delivery of this Agreement, this Agreement shall constitute a
valid and binding obligation of the Purchaser, enforceable in accordance with
its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors'
rights generally and except as enforceability may be subject to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law) and except as the indemnification agreements
of the Purchaser in Section 7.3 hereof may be legally unenforceable.
SECTION 6. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND Agreements.
Notwithstanding any investigation made by any party to this Agreement, all
covenants, agreements, representations and warranties made by the Company and
the Purchaser herein and in
<PAGE>
Page 27 of 37 pages.
the certificates for the Shares delivered pursuant hereto shall survive the
execution of this Agreement, the delivery to the Purchaser of the Shares being
purchased and the payment therefor.
SECTION 7. REGISTRATION OF THE SHARES; COMPLIANCE WITH THE
SECURITIES ACT.
7.1. REGISTRATION PROCEDURES AND EXPENSES. The Company shall:
(a) as soon as practicable after the date hereof, prepare and file
with the Commission the Registration Statement on a Form S-3
for the sale of the Shares by the Purchaser from time to time
on the Nasdaq National Market or the facilities of any national
securities exchange on which the Company's common stock is then
traded or in privately-negotiated transactions; provided,
however, that in the event that at any time the filing of such
registration statement on Form S-3 for purposes of registering
for resale the Shares, the Company shall cause a Registration
Statement on Form S-1 to be filed as soon as practicable.
(b) use its best efforts, subject to receipt of necessary
information from the Purchasers, to cause the Registration
Statement to become effective as soon as practicable;
(c) prepare and file with the Commission such amendments and
supplements to the Registration Statement and the prospectus
used in connection therewith as may be necessary to keep the
Registration Statement effective until all the Shares have been
sold pursuant thereto or until, by reason of Rule 144(k) of the
Commission under the Securities Act or any other rule of
similar effect, the Shares held by non-affiliates of the
Company are no longer required to be registered for the sale
thereof by the Purchasers;
(d) furnish to the Purchaser with respect to the shares registered
under the Registration Statement (and to each Underwriter, if
any, of such Shares identified in writing as such by the
Purchaser to the Company) such number of copies of prospectuses
and preliminary prospectuses in conformity with the
requirements of the Securities Act and such other documents as
the Purchaser may reasonably request, in order to facilitate
the public sale or other disposition of all or any of the
Shares by the Purchaser;
(e) file documents required of the Company for normal blue sky
clearance in states specified in writing by the Purchaser;
PROVIDED, HOWEVER, that the Company shall not be required to
qualify to do business or consent to service of process in any
jurisdiction in which it is not now so qualified or has not so
consented;
(f) bear all expenses in connection with the procedures in
paragraphs (a) through (e) of this Section 7.1 and the
registration of the Shares pursuant to
<PAGE>
Page 28 of 37 pages.
the Registration Statement, other than fees and expenses, if
any, of counsel or other advisors to the Purchaser or the
Other Purchasers; and
(g) if requested by the Purchaser, enter into an underwriting
agreement contemplating the distribution of the Shares
purchased by the Purchaser through an underwritten public
offering in such form, scope and substance as is customary in
underwritten offerings and cooperate with the Purchaser and the
underwriters in effecting such offering.
The Company understands that the Purchaser disclaims being an
"underwriter" as defined in Section 2(11) of the Securities Act, but the fact
that the Purchaser may be deemed an underwriter shall not relieve the Company or
the Purchaser of any obligations it has hereunder. A questionnaire relating to
the Registration Statement to be completed by the Purchaser is attached hereto
as Appendix I.
7.2. TRANSFER OF SHARES AFTER REGISTRATION. The Purchaser agrees
that it will not effect any disposition of the Shares or its right to purchase
the Shares that would constitute a sale within the meaning of the Securities Act
except (a) pursuant to the Registration Statement referred to in Section 7.1 or
(b) pursuant to an exemption from the registration requirements of applicable
securities laws, provided that in the case of a transaction pursuant to this
clause (b) the Purchaser shall have first delivered to the Company the written
opinion of counsel reasonably acceptable to the Company and its counsel that
such transaction may be effected under applicable securities laws other than
pursuant to the Registration Statement. Notwithstanding the foregoing, nothing
in this Agreement shall prohibit the transfer and/or assignment of the Shares
owned by the Purchaser to another registered investment company having the same
investment advisor as the Purchaser. The Purchaser will promptly notify the
Company of any changes in the information set forth in the Registration
Statement regarding the Purchaser or its resale plans described under the
caption "Plan of Distribution."
7.3. INDEMNIFICATION. For the purposes of this Section 7.3:
(a) the term "Selling Shareholder" shall mean the Purchaser and any
officer, director, employee, agent, affiliate or person deemed
to be in control of such Purchaser within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange
Act;
(b) the term "Registration Statement" shall mean the Registration
Statement referred to in Section 3 hereof and any final
prospectus, exhibit, supplement or amendment included in or
relating to such Registration Statement; and
(c) the term "untrue statement" shall mean any untrue statement or
alleged untrue statement of, or any omission or alleged
omission to state, in the Registration Statement, a material
fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under
which they were made, not misleading.
<PAGE>
Page 29 of 37 pages.
The Company agrees to indemnify and hold harmless each Selling
Shareholder from and against any losses, claims, damages or liabilities to which
such Selling Shareholder may become subject (under the Securities Act or
otherwise) insofar as such losses, claims, damages or liabilities (or actions or
proceedings in respect thereof) arise out of, or are based upon, (i) any untrue
statement, or arise out of any failure by the Company to fulfill any undertaking
included in, the Registration Statement, the Private Placement Memorandum or
this Agreement, or (ii) breach by the Company of any of its representations or
warranties made or given in this Agreement, and the Company will reimburse such
Selling shareholder as incurred for any legal or other expenses reasonably
incurred in investigating, defending or preparing to defend any such action,
proceeding or claim; PROVIDED, HOWEVER, that the Company shall not be liable in
any such case to the extent that such loss, claim, damage or liability arises
out of, or is based upon, (i) an untrue statement made in such Registration
Statement in reliance upon and in conformity with written information furnished
to the Company by or on behalf of such Selling Shareholder specifically for use
in preparation of the Registration Statement, or the failure of such Selling
Shareholder to comply with the covenants and agreements contained in Sections
5(b) or 7.2 hereof respecting sale of the Shares or any statement or omission in
any Prospectus that is corrected in any subsequent Prospectus that was delivered
to the Purchaser prior to the pertinent sale or sales by the Purchaser.
The Purchaser agrees to indemnify and hold harmless the Company (and
each person, if any, who controls the Company within the meaning of Section 15
of the Securities Act or section 20 of the Exchange Act), each officer of the
Company who signs the Registration Statement and each director of the Company
from and against any losses, claims, damages or liabilities to which the Company
(or any such officer, director or controlling person) may become subject (under
the Securities Act or otherwise), insofar as such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) arise out of, or are
based upon, any failure to comply with the covenants and agreements contained in
Section 5(b) or 7.2 hereof respecting sale of the Shares, or any untrue
statement of a material fact contained in the Registration Statement if such
untrue statement was made in reliance upon and in conformity with written
information furnished by or on behalf of the Purchaser specifically for use in
preparation of the Registration Statement, and the Purchaser will reimburse the
Company (or such officer, director or controlling person, as the case may be)
for any legal or other expenses reasonably incurred in investigating, defending,
or preparing to defend any such action, proceeding or claim; provided that the
Purchaser's indemnification obligation is limited to the net proceeds received
from its sale of the Shares.
If the indemnification provided for in this Section 7.3 is held by a
court of competent jurisdiction to be unavailable to an indemnified party with
respect to any loss, liability, claim, damage, or expense referred to herein,
then the indemnifying party, in lieu of indemnifying such indemnified party
hereunder, shall contribute to the amount paid or payable by such indemnified
party as a result of such loss, liability, claim, damage, or expense in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party on the one hand and of the indemnified party on the other in connection
with the untrue statement(s) that resulted in such loss, liability, claim,
damage, or expense as well as any other relevant equitable considerations. The
relative fault of the indemnifying party and of the indemnified party shall be
determined by reference to, among other things, whether the untrue statement(s)
relates to information supplied
<PAGE>
Page 30 of 37 pages.
by the indemnifying party or by the indemnified party and the parties' relative
intent, knowledge, access to information, and opportunity to correct or prevent
such untrue statement(s).
The obligations of the Company and the Purchaser under this
Agreement shall survive the completion of any offering of Shares in a
registration statement under this Agreement, and otherwise.
Promptly after receipt by any indemnified person of a notice of a
claim or the commencement of any action in respect of which indemnity is to be
sought against an indemnifying person pursuant to this Section 7.3, such
indemnified person shall notify the indemnifying person in writing of such claim
or of the commencement of such action, and, subject to the provisions
hereinafter stated, such indemnifying person shall be entitled to participate
therein, and, to the extent it shall wish, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified person. After notice from
the indemnifying person to such indemnified person of its election to assume the
defense thereof, such indemnifying person shall not be liable to such
indemnified person for any legal expenses subsequently incurred by such
indemnified person in connection with the defense thereof; PROVIDED, HOWEVER,
that if there exists a conflict of interest that would make it inappropriate, in
the opinion of counsel to the indemnified person, for the same counsel to
represent both the indemnified person and such indemnifying person or any
officer, director, employee, agent, affiliate or person deemed to be in control
of such indemnifying person within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act, the indemnified person shall
be entitled to retain its own counsel at the expense of such indemnifying
person. It is understood, however, that the Company shall, in connection with
any one such action, ,suit or proceeding or separate but substantially similar
or related actions, suits, or proceedings in the same jurisdiction arising out
of the same general allegations or circumstances which have been joined, be
liable for the reasonable fees and expenses of only one separate firm of
attorneys (in addition to any local counsel) at any time for all parties
entitled to indemnification under the Agreements not having actual or potential
differing interests with the Company or among themselves.
7.4. TERMINATION OF CONDITIONS AND OBLIGATIONS. The conditions
precedent imposed by Section 5 or this Section 7 upon the transferability of the
Shares shall cease and terminate as to any particular number of the Shares when
such Shares shall have been effectively registered under the Securities Act and
sold or otherwise disposed of in accordance with the intended method of
disposition set forth in the Registration Statement covering such Shares or at
such time as an opinion of counsel satisfactory to the Company shall have been
rendered to the Purchaser to the effect that such conditions are not necessary
in order to comply with the Securities Act.
7.5. INFORMATION AVAILABLE. So long as the Registration Statement is
effective covering the resale of Shares owned by the Purchaser, the Company will
furnish to the Purchaser all reports required by it to be filed under the
Exchange Act and upon the reasonable request of the Purchaser, and an adequate
number of copies of the prospectuses to supply to any other party requiring such
prospectuses.
<PAGE>
Page 31 of 37 pages.
SECTION 8. NO BROKERS. Each of the parties hereto hereby represents
that, on the basis of any actions and agreements by it, there are no other
brokers or finders entitled to compensation from the Company or by the Purchaser
in connection with the sale of the Shares to the Purchaser.
SECTION 9. NOTICES. All notices, requests, consents and other
communications hereunder shall be in writing, shall be mailed by first-class
registered or certified airmail, or nationally recognized overnight express
courier, postage or freight prepaid, and shall be deemed given to the following
addresses four business days after mailing if by registered or certified airmail
or one business day after deposit with an overnight express courier:
(a) if to the Company, to:
MedImmune, Inc.
35 West Watkins Mill Road
Gaithersburg, MD 20878
Attention: chief Executive Officer
with a copy so mailed to:
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019
Attention: Frederick W. Kanner
or to such other person at such other place as the Company
shall designate to the Purchaser in writing; and
(b) if to the Purchaser, at its address as set forth at the end of
this Agreement, or at such other address or addresses as may
have been furnished to the Company in writing.
SECTION 10. CHANGES. This Agreement may not be modified or
amended except pursuant to an instrument in writing signed by the Company and
the Purchaser.
SECTION 11. HEADINGS. The headings of the various sections of
this Agreement have been inserted for convenience of reference only and shall
not be deemed to be part of this Agreement.
SECTION 12. SEVERABILITY. In case any provision contained in this
Agreement should be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby.
SECTION 13. GOVERNING LAW. This Agreement shall be governed by
and construed in accordance with the laws of the State of Delaware and the
federal law of the United States of America.
<PAGE>
Page 32 of 37 pages.
SECTION 14. COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall constitute an original, but all of which,
when taken together, shall constitute but one instrument, and shall become
effective when one or more counterparts have been signed by each party hereto an
delivered to the other parties.
SECTION 15. EXPENSES. Except as otherwise specifically provided
herein, each party shall bear its own expenses in connection with this
Agreement.
SECTION 16. PUBLICITY. The Purchaser shall not issue any press
releases or otherwise make any public statement with respect to the transactions
contemplated by this Agreement without the prior written consent of the Company,
except as may be required by applicable law or regulation.
SECTION 17. CONFIDENTIALITY. The Purchaser acknowledges and agrees
that any information or data it has acquired from the Company, not otherwise
properly in the public domain, was received in confidence. The Purchaser agrees
not to divulge, communicate or disclose, except as may be required by law or for
the performance of this Agreement, or use to the detriment of the Company or for
the benefit of any other person or persons, or misuse in any way, any
confidential information of the Company.
<PAGE>
Page 33 of 37 pages.
Appendix I
MEDIMMUNE, INC.
STOCK CERTIFICATE QUESTIONNAIRE
-------------------------------
Pursuant to Section 3 of the Subscription Agreement, please provide
us with the following information:
1. The exact name that your Shares
are to be registered in (this
is the name that will appear on
your stock certificate(s)). You
may use a nominee name if
appropriate:
------------------------------
2. The relationship between the
Purchaser of the Shares and the
Registered Holder listed in
response to item 1 above:
------------------------------
3. The mailing address of the
Registered Holder listed in
response to item 1 above:
------------------------------
------------------------------
------------------------------
------------------------------
4. Tax Identification Number of
the Registered Holder listed in
response to item 1 above:
------------------------------
Print or Type:
Name of Purchaser:
------------------------------
Name of individual representing
Purchaser:
------------------------------
Title of individual representing a
Purchaser:
------------------------------
Signature by:
Individual representing Purchaser:
------------------------------
<PAGE>
Page 34 of 37 pages.
Appendix I
MEDIMMUNE, INC.
REGISTRATION STATEMENT QUESTIONNAIRE
------------------------------------
In connection with the preparation of the Registration Statement,
please provide us with the following information:
1. Pursuant to the Selling Shareholder" section of the Registration Statement,
please state your or your organization's name exactly as it should appear
in the Registration Statement:
---------------------------------------------------------------------------
2. Please provide us with the following information as of January 12, 1998:
Number of Shares, if any, which
Number of Shares which are being will be owned after completion
included in the of sale of Shares included in the
Registration Statement Registration Statement
--------------------------------- --------------------------------------
3. Have you or your organization had any position, office or other material
relationship within the past three years with the Company or its
affiliates?
Yes No
----- -----
If yes, please indicate the nature of any such relationships below:
--------------------------------------------------------------------------
--------------------------------------------------------------------------
--------------------------------------------------------------------------
4. Are you or is your organization affiliated with any member of the National
Association of Securities Dealers, Inc.?
Yes No
----- -----
If yes, please indicate the nature of any such affiliation below:
Print or Type:
Name of Purchaser:
------------------------------
Name of individual representing
Purchaser:
------------------------------
Title of individual representing a
Purchaser:
------------------------------
<PAGE>
Page 35 of 37 pages.
Appendix 1
Signature by:
Individual representing Purchaser:
------------------------------
<PAGE>
Page 36 of 37 pages.
PURCHASER'S CERTIFICATE OF SUBSEQUENT SALE
------------------------------------------
The undersigned, [an officer of, or other person duly authorized by]
_________________ ________________________________________ [fill in official
name of institution] hereby certifies that said institution is the Purchaser of
the shares evidenced by the attached certificate, and as such, sold such shares
on __________________ in accordance with registration statement number
________________ [fill in Registration Number] and the requirement of delivering
a current prospectus has been complied with in connection with such sale.
Print or Type:
Name of Purchaser:
------------------------------
Name of individual representing
Purchaser:
------------------------------
Title of individual representing a
Purchaser:
------------------------------
Individual representing Purchaser:
Signature by:
Individual representing Purchaser:
------------------------------
<PAGE>
Page 37 of 37 pages.
Appendix I
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their duly authorized representatives as of the day and year
first above written.
MEDIMMUNE, INC.
By:
-------------------------------
Name and address of Purchaser:
----------------------------------
----------------------------------
----------------------------------
Signature of Authorized Representative:
By:
--------------------------------
Name:
Title:
